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南华早报

海底捞向创始人提供1490万美元信贷额度,为何引发中国税务猜测Why Haidilao’s US$14.9 million credit line to founder is fuelling China tax speculation

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海底捞国际控股同意向其创始人张勇提供最高相当于人民币1亿元(约合1490万美元)港币的一个月贷款,此举引发市场猜测,因为投资者正密切关注北京10月22日关于离岸信托征税的截止日期。

Haidilao International Holding has agreed to provide its founder, Zhang Yong, with a one-month loan of up to the Hong Kong dollar equivalent of 100 million yuan (US$14.9 million), a move that has raised market speculation as investors closely watch Beijing’s October 22 deadline for offshore trust taxation.

这家在香港上市的火锅连锁店周一晚间在交易所文件中表示,将从内部资源中筹集贷款资金,并以高于一个月香港银行同业拆放利率0.6个百分点的利率计息。本金折合约117.2亿港元。

The Hong Kong-listed hotpot chain said in a stock exchange filing on Monday night that it would fund the loan from internal resources and charge interest at 0.6 percentage points above the one-month Hong Kong interbank offered rate. The principal amount translates to around HK$117.2 million.

作为公司控股股东、董事长兼首席执行官的张勇,只能将这笔钱用于“个人财务安排”,文件称。资金不得用于融资购买海底捞股份、向第三方提供贷款或担保,或任何违反上市规则或监管要求的用途,文件补充道。

Zhang, the company’s controlling shareholder, chairman and CEO, could use the money only for “personal financial arrangements”, the filing said. The funds could not be used to finance purchases of Haidilao shares, loans or guarantees to third parties, or any purpose that breached listing rules or regulatory requirements, it added.

海底捞还表示,保留监控资金使用情况的权利。公司称集团资金充足,该贷款不会“影响日常运营或业务发展”。利息收入也将惠及集团及其股东,公司补充称。

Haidilao also said it reserved the right to monitor how the money was used. It said the group had ample funds and that the loan would not “affect daily operations or business development”. The interest income would also benefit the group and its shareholders, it added.

文件未详细说明贷款用途,也未提及任何税务相关考量。公司未立即回应置评请求。

The filing did not elaborate on the purpose of the loan or mention any tax-related considerations. The company did not immediately respond to a request for comment.

该截止日期源于北京7月24日宣布的规定,要求中国税收居民对离岸信托持有的资产收益以及信托产生的收入缴纳20%的个人所得税。

The deadline stems from rules Beijing announced on July 24, requiring Chinese tax residents to pay a 20 per cent individual income tax on gains from assets held in offshore trusts and on income generated by those trusts.

根据官方通知,现有信托的所有者可在公告之日起90天内申报并补缴应纳税款,而不产生滞纳金附加费。

Owners of existing trusts had 90 days from the announcement to declare and pay outstanding taxes without incurring late-payment surcharge, according to an official notice.

公司文件显示,张勇及其妻舒萍通过自由裁量信托和控股公司控制了海底捞约一半的股份。

Company filings showed Zhang and his wife, Shu Ping, controlled about half of Haidilao through discretionary trusts and holding companies.

据中国媒体援引海底捞2018年上市招股书报道,两人均为新加坡公民。但若主要经济利益仍在中国,持有外国国籍者仍可能被视为中国税收居民——律所称新规则未对这一措辞作出界定。

Both were Singapore citizens, Chinese media had reported, citing Haidilao’s 2018 listing prospectus. But those with foreign nationality could still be treated as Chinese tax residents if their main economic interests remained in China – a phrase law firms said the new rules left undefined.

根据其中期报告,截至6月底,中国大陆约占海底捞收入的96%。

Mainland China accounted for about 96 per cent of Haidilao’s revenue as of the end of June, according to its interim report.

根据交易所文件,9月8日,由舒某设立的信托控制的控股公司SP NP以每股10.62港元的价格出售2.59亿股,即海底捞4.65%的股份,筹集约27.5亿港元。该夫妇的持股比例现约为45.51%。

On September 8, SP NP, a holding company controlled by a trust established by Shu, sold 259 million shares, or 4.65 per cent of Haidilao, at HK$10.62 each, raising about HK$2.75 billion, according to a stock exchange filing. The couple’s stake now stands at about 45.51 per cent.

尽管海底捞表示出售属股东个人事务,与公司业务无关,但投资者将此次抛售与新税规联系在一起。据《南华早报》报道,随后两个交易日股价下跌约10%。

Although Haidilao said the sale was a personal matter for the shareholder and unrelated to its business, investors linked the disposal to the new tax rules. The stock dropped about 10 per cent over the following two trading days, according to a South China Morning Post report.

据国际媒体援引9月研报,摩根士丹利将此次减持描述为市场“意外”,警告税务相关担忧将继续拖累市场情绪,直到投资者对海底捞盈利前景建立信心,并确信不会再有进一步抛售。周二早盘过后,海底捞股价跌幅超过4%。

In a September research note cited by international media, Morgan Stanley described the stake sale as a market “surprise”, warning that tax-related concerns would continue to weigh on sentiment until investors gained confidence in Haidilao’s earnings outlook and were assured there would be no further disposals. Shares of Haidilao fell more than 4 per cent by early afternoon on Tuesday.